Background to the dispute. 4 In 2017, the Mongolian government initiated the “Gold-2 Programme”. The programme aimed to support gold producers in Mongolia and assist in the recovery of Mongolia’s economy.6 To this end, Mongolia’s central bank, the Bank of Mongolia, provided loans to the gold producers in Mongolia.7 On or around 18 September 2020, the defendant obtained, through the Trade & 1 4th affidavit of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ dated 29 September 2023 (“AVLA”) at para 4. 2 AVLA at para 8. 3 AVLA at para 5. 4 AVLA at para 5. 5 AVLA at para 5. 6 1st affidavit of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ dated 29 September 2023 (“JTS”) at paras 17– 18. 7 JTS at para 18. Development Bank of Mongolia (“TDB”), a US$10.5m loan from the Bank of Mongolia under the Gold-2 Programme (the “2020 Gold-2 Loan”). This loan was to be used for the expansion of the ATO Mine.8 5 To finance the expansion of the ATO Mine, the defendant needed more funds, in addition to the 2020 Gold-2 Loan.9 Pursuant to a contract executed on 24 October 2020 (the “Mandate Letter”), the defendant engaged the claimant as its “exclusive financial adviser in connection with the structuring, arrangement and placement of a US[$]50–80m debt financing (or a combination of financings) to be entered into by the [claimant] (the ‘Transaction’ or, each, a ‘Transaction’)”.10 All subsequent references to the word “Transaction” in this judgment refer to Transaction as defined in the Mandate Letter. 6 Under the Mandate Letter, the claimant was to provide deal advisory and deal execution services for the Transaction for a period of nine months.11 Under cl 2.1 of the Mandate Letter, the claimant was to identify “potential lenders and / or investors” (the “Investors”), initiate discussions with short-listed Investors and implement the deal.12 Under cl 2.2 of the Mandate Letter, the claimant had to prepare a financial model for the prospective Investors (the “Investor Financial Model”) and an information memorandum (the “Information Memorandum”).13 The claimant also had to design and advise on the structure 8 JTS at para 25.
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